As filed with the Securities and Exchange Commission on October 3, 2000.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INCYTE GENOMICS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-3136539
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3160 Porter Drive
Palo Alto, California 94304
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(Address of Principal Executive Offices) (Zip Code)
1991 STOCK PLAN OF INCYTE PHARMACEUTICALS, INC.
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(Full title of the plan)
ROY A. WHITFIELD Copy to:
President and Chief Executive Officer STANTON D. WONG, ESQ.
Incyte Genomics, Inc. Pillsbury Madison & Sutro LLP
3160 Porter Drive P.O. Box 7880
Palo Alto, California 94304 San Francisco, CA 94120
(415) 855-0555 (415) 983-1000
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(Name, address and telephone number,
including area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered(1) per Share(2) Offering Price(2) Fee
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Common Stock, $.001 par value(3) 2,600,000 shares $40.47 $105,222,000 $27,779
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(1) Calculated pursuant to General Instruction E to Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1), based upon the average of the high and low
sales prices of the Company's Common Stock on the Nasdaq National
Market on September 28, 2000.
(3) Associated with the Common Stock are Series A Participating Preferred
Stock Purchase Rights that will not be exercisable or evidenced
separately from the Common Stock prior to the occurrence of certain
events.
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The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities for
which a Registration Statement of the Registrant on Form S-8 relating to the
same employee benefit plan is effective.
Registrant's Form S-8 Registration Statements filed with the Securities
and Exchange Commission on July 20, 1999 (File No. 333-83291), September 9, 1998
(File No. 333-63069), July 16, 1997 (File No. 333-31413), October 4, 1996 (File
No. 333-13449), June 20, 1995 (File No. 33-93666) and on March 10, 1994 (File
No. 33-76344) are hereby incorporated by reference.
Part II
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Registrant with the
Commission are hereby incorporated by reference in this Registration Statement:
(1) Registrant's Annual Report on Form 10-K (File No. 0-27488) for the
fiscal year ended December 31, 1999;
(2) Registrant's Quarterly Reports on Form 10-Q (File No. 0-27488) for
the quarters ended March 31, and June 30, 2000;
(3) Registrant's Current Reports on Form 8-K dated February 1,
February 17, February 22, February 24, March 24, July 25 and August 25, 2000
(File No. 0-27488);
(4) The description of the Common Stock contained in Registrant's
Registration Statement on Form 8-A filed January 5, 1996 (File No. 0-27488); and
(5) The description of the Series A Participating Preferred Stock
Purchase Rights contained in Registrant's Registration Statement on Form 8-A
Filed September 30, 1998 (File No. 0-27488).
In addition, all documents subsequently filed by Registrant pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
EXHIBITS
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Exhibit
Number Exhibit
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5.1 Opinion of Pillsbury Madison & Sutro LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
99.1 2000 Amendment to the 1991 Stock Plan.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California, on October 2, 2000.
INCYTE GENOMICS, INC.
By /S/ ROY A. WHITFIELD
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Roy A. Whitfield
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roy A. Whitfield and John M. Vuko, and
each of them, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or his substitute or substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
SIGNATURE TITLE DATE
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/S/ ROY A. WHITFIELD
- ---------------------------------------- Chief Executive Officer (Principal October 2, 2000
/S/ ROY A. WHITFIELD Executive Officer) and Director
Roy A. Whitfield
/S/ JOHN M. VUKO Chief Financial Officer (Principal October 2, 2000
- ---------------------------------------- Financial Officer)
John M. Vuko
/S/ TIMOTHY HENN Controller (Principal Accounting October 2, 2000
- ---------------------------------------- Officer)
Timothy Henn
/S/ JEFFREY J. COLLINSON Director October 2, 2000
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Jeffrey J. Collinson
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SIGNATURE TITLE DATE
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Chairman of the Board
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Randal W. Scott
/S/ BARRY M. BLOOM Director October 2, 2000
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Barry M. Bloom
/S/ FREDERICK B. CRAVES Director October 2, 2000
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Frederick B. Craves
/S/ JON S. SAXE Director October 2, 2000
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Jon S. Saxe
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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5.1 Opinion of Pillsbury Madison & Sutro LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
99.1 2000 Amendment to the 1991 Stock Plan.
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EXHIBIT 5.1
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[PILLSBURY MADISON & SUTRO LLP LETTERHEAD]
October 2, 2000
Incyte Genomics, Inc.
3160 Porter Drive
Palo Alto, CA 94304
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Incyte Genomics, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to 2,600,000 shares of the Company's Common Stock (the "Shares")
issuable pursuant to the Company's 1991 Stock Plan, as amended (the "Stock
Plan"), it is our opinion that the Shares have been duly authorized and, when
issued and sold in accordance with the Stock Plan, will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
EXHIBIT 23.1
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1991 Stock Plan of Incyte Pharmaceuticals, Inc. and in
the related prospectus of our report dated January 24, 2000 with respect to the
consolidated financial statements and schedule of Incyte Genomics, Inc.
(formerly Incyte Pharmaceuticals, Inc.) included in its Annual Report on Form
10-K for the year ended December 31, 1999, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
September 29, 2000
EXHIBIT 23.2
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CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
registration statement on Form S-8 of Incyte Genomics, Inc. of our report dated
January 17, 2000 relating to the financial statements of diaDexus LLC, which
appears in Incyte Genomics, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1999.
PricewaterhouseCoopers LLP
San Jose, California
September 29, 2000
EXHIBIT 99.1
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2000 AMENDMENT TO THE
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1991 STOCK PLAN
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OF INCYTE PHARMACEUTICALS, INC.
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THIS AMENDMENT amends the 1991 Stock Plan of Incyte Pharmaceuticals,
Inc. (the "Company"), as last amended as of June 8, 1999 (the "Plan"). Unless
specifically otherwise defined, each term used herein shall have the meaning
assigned to such term in the Plan.
W I T N E S S E T H:
WHEREAS, the Board of Directors has determined that it is in the best
interest of the Company to amend the Plan to increase the number of shares
authorized for issuance thereunder:
NOW THEREFORE, the Plan is hereby amended as follows:
1. STOCK SUBJECT TO THE PLAN.
1.1 Section 5, paragraph (a) of the Plan shall be amended by deleting
the second sentence and replacing it with the following:
"The aggregate number of Shares which may be issued under the
Plan (upon exercise of Options or other rights to acquire Shares) shall
not exceed 8,700,000 Shares, subject to adjustment pursuant to Section
9."
2. DATE OF AMENDMENT. To record the adoption of this Amendment to the
Plan by the Board of Directors as of February 28, 2000 and the approval by the
stockholders of this Amendment on June 5, 2000, the Company has caused its
authorized officer to execute the same.
INCYTE PHARMACEUTICALS, INC.
By /S/ ROY A. WHITFIELD
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Roy A. Whitfield
As its CHIEF EXECUTIVE OFFICER
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